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Green Economy Development Limited Proxy Solicitation & Information Statement 2021

Sep 6, 2021

49845_rns_2021-09-06_46cd486a-d912-4588-a465-0e889f3c9f46.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Vision Fame International Holding Limited 允 升 國 際 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1315)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of Vision Fame International Holding Limited (the ‘‘Company’’) will be held at Room 1&10, 20/F., No. 118 Connaught Road West, Hong Kong on Thursday, 30 September 2021 at at 11:30 a.m. (or if later immediately after the conclusion or adjournment of the annual general meeting of the Company convened on the same day and place) or for any adjournment thereof, for considering and, if thought fit, passing, with or without amendments, the following resolutions:

AS A SPECIAL RESOLUTION

1. ‘‘THAT:

subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from ‘‘Vision Fame International Holding Limited’’ to ‘‘Green Economy Development Limited’’, adopt the Chinese name ‘‘綠色經濟發展有限公司’’ as its new dual foreign name to replace its existing Chinese name ‘‘允升國際控股有限公司’’ with effect from the date of the issue of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands, and that any director of the Company be and are hereby authorised to do all such acts and things and execute all such documents as he may consider necessary, desirable or expedient for the purpose of or in connection with, the implementation of and giving effect to the change of company name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

AS AN ORDINARY RESOLUTION

2. ‘‘THAT:

  • (1) conditional upon the Listing Committee of the Stock Exchange of Hong Kong Limited granting approval of the listing of and permission to deal in the shares falling to be issued pursuant to the exercise of any options granted under the new share option scheme of the Company (the ‘‘New Share Option Scheme’’), the terms of which are set out in the document produced to the meeting, the New Share Option Scheme be approved and adopted to be the share option scheme for the Company and that the directors of the Company be authorised to grant options thereunder and to allot and issue shares of the Company pursuant to the exercise

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of the options granted under the New Share Option Scheme, to administer the New Share Option Scheme in accordance with its terms and take all such steps and enter into all such transactions and arrangements as may be necessary or desirable to implement and give full effect to the New Share Option Scheme; and

  • (2) subject to and conditional upon the New Share Option Scheme becoming unconditional, the existing share option scheme of the Company which was adopted by the Company on 19 December 2011 (the ‘‘Existing Share Option Scheme’’) is hereby terminated except that the provisions of the Existing Share Option Scheme will remain in full force and effect to the extent necessary to give effect to the exercise of any options granted prior to its termination, or otherwise as may be required in accordance with the provisions of the Existing Share Option Scheme.’’

By Order of the Board Vision Fame International Holding Limited Chau Chit

Chairman and Chief Executive Officer

Hong Kong, 7 September 2021

Executive Directors Mr. Chau Chit (Chairman and Chief Executive Officer) Mr. Fung Ka Lun Mr. Zhu Xiaodong

Independent non-executive Directors Mr. Tam Tak Kei Raymond Dr. Wong Lee Ping Mr. Wong Wai Kwan

Notes:

  1. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his/ her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the EGM. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise. On a poll, votes may be given either personally or by proxy.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  3. To be valid, the instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any), under which it is signed or a certified copy of such power or authority shall be delivered to the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the EGM or adjourned meeting at which the person named in the instrument proposes to vote.

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  1. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the EGM or any adjournment thereof in cases where the EGM was originally held within 12 months from such date.

  2. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

  3. Where there are joint holders of any share, any one of such joint holder may vote either in person or by proxy in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  4. The register of members of the Company will be closed from Monday, 27 September 2021 to Thursday, 30 September 2021 (both dates inclusive) during which period no transfer of shares will be registered. In order to attend and vote at the EGM, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration no later than 4:00 p.m. on Friday, 24 September 2021.

  5. A form of proxy for use at the EGM is enclosed.

  6. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning or ‘‘extreme conditions after super typhoons’’ announced by the Hong Kong Government is/are in effect any time after 7:00 a.m. on the date of the extraordinary general meeting, the meeting will be postponed. The Company will post an announcement on the web-sites of the Company at www.visionfame.com and the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Chau Chit, Mr. Fung Ka Lun and Mr. Zhu Xiaodong; and three independent non-executive Directors, namely Mr. Tam Tak Kei Raymond, Dr. Wong Lee Ping and Mr. Wong Wai Kwan.

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